"IRON MAN" (2008)

IRON MAN

by

Matt Holloway & Art Marcum and Mark Fergus & Hawk Ostby

Based on the Marvel Comic

Revisions by: Matt Holloway & Art Marcum Mark Fergus & Hawk Ostby John August

Current Revisions by: Mark Fergus and Hawk Ostby

SALMON #2: XX/XX/07 BUFF #2: 05/09/07 GOLDENROD #2: 05/02/07 GREEN #2: 05/01/07 YELLOW #2: 04/24/07 PINK #2: 04/13/07 BLUE #2: 04/12/07 WHITE #2: 04/05/07 TAN: 03/30/07 CHERRY: 03/23/07 SALMON: 03/21/07 BUFF: 03/15/07 GOLDENROD: 03/12/07 GREEN: 03/09/07 YELLOW: 03/08/07 PINK: 02/28/07 BLUE: 02/20/07 WHITE: 01/24/07

MARVEL STUDIOS

ALL RIGHTS RESERVED. COPYRIGHT ©2007 MARVEL STUDIOS, INC. NO PORTION OF THIS SCRIPT MAY BE PERFORMED, PUBLISHED, REPRODUCED, SOLD OR DISTRIBUTED BY ANY MEANS, OR QUOTED OR PUBLISHED IN ANY MEDIUM, INCLUDING ANY WEB SITE, WITHOUT THE PRIOR WRITTEN CONSENT OF MARVEL STUDIOS, INC. DISPOSAL OF THIS SCRIPT COPY DOES NOT ALTER ANY OF THE RESTRICTIONS SET FORTH ABOVE.

SALMON #2 XX/XX/07 1.

FADE IN:

FROM UP HIGH: a U.S. Military convoy worms through a barren vista. ROCK MUSIC swells as we drift down and enter the center Humvee.

Three Airmen, kids with battle-worn faces. Crammed in there with them is a Man in an expensive suit, who looks tele- ported from Beverly Hills.

He is, of course, genius inventor and billionaire, TONY STARK. In his hand is a drink tumbler of vodka.

One Airman grins, fidgeting with his orange NY Mets watch.

The others try to compress laughs.

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SALMON #2 XX/XX/07 2.

Pratt, excited, poses as another Airman snaps the photo.A second later --

A MASSIVE EXPLOSION rocks them. Through the windshield, the Humvee ahead of them erupts in a fireball.

Tony is flung aside, and in the side-mirror --

The Humvee behind them EXPLODES. Pandemonium as --

The Airmen are instantly in battle mode. They scramble out, shutting Tony inside.

TONY’S POV - OF JIMMY: as he’s stitched by a bouncing Betty mine. Now, running past, firing a .50 cal. machine gun is --

USAF Lt. Colonel JAMES “RHODEY” RHODES. He looks in.

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SALMON #2 XX/XX/07 3.

An EXPLOSION cuts him off. Rhodey fires through the chaos, covering all directions, then advances into the murk.

Another Hummer goes up in a fireball, and now --

Tony’s window blows in, spraying glass and shrapnel.He scrambles for the door.

Smoke. Machine gun fire. Tracers zip past. SHOUTING.

Tony ducks, scampering along. He spots an M-16, picks it up, but the weapon is burning hot. He drops it, moves on when--

Something PINGS off a smoldering Humvee and thuds in the dirt near him. He spins and we --

SNAP ZOOM TO: an RPG, revealing its pedigree, “USM 11676 - STARK MUNITIONS.” Just as we suspect it’s a dud, it DETONATES and --

Throws Tony back, shredding his suit and revealing his body armor underneath. Over the chatter of SMALL ARMS FIRE we --

FADE TO WHITE:

Tony snaps awake. He’s tied to a chair, bloody rags covering his chest. Two Insurgents flank a DV camera. Behind Tony --

A line of armed hooded men and a banner showing ten interlocked rings. The Leader, a huge Choori knife in one hand, reads rhetoric (in Dari) for the camera.

PUSH IN ON - THE DV CAMERA VIEWFINDER: until the image of a desperate Tony breaks up into pixel chaos.

5 CREDITS OVER A FULL SCREEN FILM REEL: 5

The attack on Pearl Harbor. FDR gives an impassioned speech.

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SALMON #2 XX/XX/07 4.

S.S. Officers goose-step through Paris.

1940s L.A., an unassuming hangar reads: “STARK INDUSTRIES.”

A Young Howard Stark shakes FDR’s hand.

An airfield covered in B-29s. Stark bombers in flight, strewing bombs and paratroopers across the sky.

A mushroom cloud in the New Mexico desert. Howard Stark observes with Oppenheimer.

Korean War, B-52s, ICBMS, nuclear subs, F-16s launching from carriers. Howard Stark with Kennedy, Johnson, Nixon.

President Ford, holding baby Tony, posing with Howard.Four year-old Tony building a massive building-block city.Howard and twelve year-old Tony assembling a hot-rod engine.

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SALMON #2 XX/XX/07 5.

Tony working on TURBINE ENGINES in a hangar full of F-18s.

Howard’s funeral. Tony with Reagan, Bush Sr. and Clinton.

Tony cuts the ribbon on a brand new ARK REACTOR at Stark Industries West Coast HQ.

A laser-guided bomb hits its target.

A visual crescendo of America’s modern military might.

A waving American flag superimposed with an Annie Liebowitz portrait of Tony. And as it fades out, APPLAUSE, then --

A light shines on a podium, revealing Lt. Colonel Rhodes.

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SALMON #2 XX/XX/07 6.

THUNDEROUS APPLAUSE. A spotlight fixes on Tony Stark -- or rather -- his empty chair. Applause wanes, lights fade up --

6 REVEAL: INT. BALLROOM - CAESAR’S PALACE - LAS VEGAS - NIGHT6

Military brass, politicians, movers and shakers. Heads swivel and MURMUR -- where’s Tony?

7 ECU: tumbling red dice on a green felt. 7

Tony plays craps, a crowd erupting as they all win big. Chips pile up. Tony’s flanked on both sides by lucky ladies.

In between rolls, he whispers into one Woman’s ear --

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SALMON #2 XX/XX/07 6A.

He rolls again. The table is hot. More cheers.

And now he sees Rhodey pulling up, glowering.

Rhodey plops the ARES statue down on the felt.

Tony shakes karma into the dice, rolls again. He craps out. Groans from the table, everyone staring at Rhodey the “cooler”.

SALMON #2 XX/XX/07 6B.

The Boxman racks up Tony’s chips.

He’s handed racks of chips, then tips the table Operators and heads off with Rhodey. Two hotel Security Guards fall in behind. As they meander past tables --

People gawk, snap photos of Tony with their phones.

He’s stopped in front of a roulette wheel. Puts all his chips down on, nods to wheel operator.

The Wheel Operator spins --

CLOSE ON - ROULETTE WHEEL: the ball finally settling on red.

The Dealer scoops away Tony’s chips.

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SALMON #2 XX/XX/07 6C.

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SALMON #2 XX/XX/07 7.

A8 OMITTED A8 *

B8 INT. BATHROOMS - CAESARS PALACE - NIGHT B8

An empty palatial bathroom. Tony’s in the stall on his throne. Rhodey splashes his face by the mirrors.

The Bathroom door swings open and VIRGINIA “PEPPER” POTTS enters, Tony’s sexy and very capable assistant.

She tosses the cellphone over the top of the stall. All very routine. Rhodey listens to Tony talk, shaking his head.

A MINUTE LATER

Tony washes up. As they leave, Rhodey drops money in the absent Attendant’s tip basket. Tony adds the ARES statue to the basket and follows Rhodey out.

C8 INT. CASINO FLOOR - CAESAR’S PALACE - CONTINUOUS - NIGHT C8

Hotel Guards have patrons cordoned outside the bathroom.We PICK UP Tony and Pepper in mid walk-and-talk.

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SALMON #2 XX/XX/07 7A.

C8 CONTINUED: C8

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SALMON #2 XX/XX/07 8.

Tony heads for his waiting limo, the entourage hanging back.

WOMAN’S VOICE (O.S.) Mr. Stark!

Tony turns, spots CHRISTINE EVERHART, a hot young Reporter holding a recorder. Security keeps her at bay.

She gives him a disarming smile. Tony waves at Security to let her through. Pepper shakes her head, then takes a call.

Her gaze is suddenly cold.

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SALMON #2 XX/XX/07 8A.

Tony has to smile, this gal is relentless.

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SALMON #2 XX/XX/07 8B.

He regards her in earnest, then off her drop-dead look we --

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SALMON #2 XX/XX/07 9-10.

Christine and Tony, half naked, crashing about. She’s the one attacking. They flop out of frame.

A clock changing from “5:59AM” to 6:00”. Christine awakens alone, as the room begins to transform --

Darkened windows turn translucent, admitting light.

She rises, startled by the TV flickering alive as she passes it. She looks out the window -- hell of a view.

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SALMON #2 XX/XX/07 11.

A12 REVERSE ANGLE - OUTSIDE WINDOW A12

As we PULL AWAY and establish Tony’s estate, perched impossibly on the cliffs above the Pacific.

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SALMON #2 XX/XX/07 12.

B12 INT. TONY’S BEDROOM - SAME TIME B12

Christine pads over to the closet, tries to open it.

She jumps, freaked out, grabs for Tony’s shirt on the floor and covers herself. Just then --

Pepper enters, holding dry-cleaned clothes in plastic.

Pepper eyes Tony’s oversized shirt on Christine.

A beat, then --

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SALMON #2 XX/XX/07 12A.

It’s like the chaos inside Tony’s head -- ultra-modern drones and missile parts, sports cars and long-abandoned prototypes.

Framed photos of Tony and his Dad working on a classic ‘32 Ford. MUSIC drifts from an old Wurlitzer.

We drift past: screens containing various CAD images of a flathead engine, and finally we find --

Tony, in suit-slacks and an undershirt, grimy from working on the same ‘32 Ford as in the photo. Pepper enters holding her PDA.

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SALMON #2 XX/XX/07 12B.

She’s interrupted by her phone and taps her blue-tooth headset. Listens.

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SALMON #2 XX/XX/07 13.

Rhodey, in uniform, paces talking on a cellphone. Behind him a parked Boeing Business Jet reading: STARK INTERNATIONAL, “TOMORROW TODAY.” A GROWING RUMBLE and Rhodey turns to see --

A Saleen S7 roaring up, stopping short of him. Seconds later--

A Rolls limo arrives. Tony’s chauffeur HOGAN pops the trunk and takes out: a single overnight suitcase.

The Saleen’s scissor-doors open, Tony jumps out.

He heads for the Boeing, right past Rhodey.

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SALMON #2 XX/XX/07 14.

Rhodey, steaming, settles into his seat.

A hot Flight Attendant holds out steamy towels with thongs.

Rhodey grabs a towel. The WHINE of ENGINES build.

A Flight Attendant stops by their seats.

SALMON #2 XX/XX/07 14A.

Off Rhodey’s stoic look, we --

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SALMON #2 XX/XX/07 15.

MUSIC blares. Tony and Rhodey sip drinks, comfortably numb and oblivious to the flight attendants dancing next to them.

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SALMON #2 XX/XX/07 15A.

He undoes his seatbelt, rises, looking for somewhere else to sit.

Rhodey heads to the cockpit and opens the door.

RHODEY’S POV - THE COCKPIT

Two empty pilot chairs, a fully-automated flight system.

As Rhodey returns to his seat.

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SALMON #2 XX/XX/07 16.

Tony exits the plane, fresh, fired up to greet the waiting brass. He shakes hands. Then --

Rhodey appears dressed in ABUs. He’s weary, squinting at the stinging sun. Pulls his sunglasses down over bleary eyes.

Three JERICHO MISSILES on a ‘flatbed’ (which have been unloaded from a military jet in the b.g.) are brought under heavy guard to a waiting convoy.

The CHATTER of MACHINE GUN fire and we --

Tony firing a N.R.F. 425 MACHINE GUN.

Generals sit on folding chairs behind a safe-zone of Hescos and sand-bags. Afghani soldiers and SF (Air Force security) men patrol the perimeter.

Tony puts the N.R.F. 425 gun down next to other weapons.He struts before the Generals like a carnival barker.

He nods at the Jericho Missile, on a mobile launcher.

The Jericho ROARS into the sky from a mobile launcher.

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SALMON #2 XX/XX/07 16A.

FLASH TO: the Jericho, as it divides from a single missile, into scores of mini-missiles.

ANGLE - ON TONY

A row of majestic peaks behind him. He raises his arms.

The mountains behind his outstretched hands explode.

The shock-wave washes over Tony, blanking him with dust.

REVERSE ANGLE

As the shock-wave erases the observing Generals with dust.

He opens a large silver case. Ice-smoke curls out, then --

A bottle appears. Drink glasses. As Tony pours the Generals and Afghani military officials exchange awkward glances.

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SALMON #2 XX/XX/07 17.

TONY (cont'd)

The Generals board their Humvees and depart to the East.

Tony and Rhodey walk to their convoy of waiting Humvees, pointing West. Tony gets Obadiah Stane on his video-phone.

Stane hangs up.

Jazzed, Jimmy and the others jump into the lead Humvee.As Rhodey approaches --

Rhodey shakes his head, and heads for a different Humvee.

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SALMON #2 XX/XX/07 17A.

ROCK MUSIC is cranked up on a boom-box. And as Tony’s door slams shut --

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SALMON #2 XX/XX/07 18.

Nightmarish. GARBLED VOICES. Stabbing lights. Tony thrashes against a restraining belt.

Impressionistic glimpses: a red scalpel. Blood-spattered hands. Tony’s heaving chest. A boilerplate.

TONY’S POV: YINSEN (60s), looks down on us, performing the “operation”. He yells to someone in Arabic, and --

Tony is held down, a chloroform rag is pressed to his face.

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SALMON #2 XX/XX/07 19.

Tony flickers awake, disoriented. A tube protrudes from his nose. He sees --

Yinsen, humming a tune as he shaves by a broken mirror.But more importantly right now --

There is a jug of water on the table.

Tony tries to speak, can’t. It’s the damn nasal tube. He pulls at it, gagging as two of feet of tubing slithers from his nose.

Yinsen keeps humming. Tony yanks the IV from his arm and stretches for the water, but is stopped by --

A wire, under his chest bandages, snapping taut.

Tony follows the wire with his eyes and finds, to his horror, that it’s hooked up to a car battery.

He starts clawing at his chest bandages. Yinsen turns.

Tony sees his ugly chest wound. It’s too much. He swoons.

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SALMON #2 XX/XX/07 20.

A23 INT. LAB - CAVE - HOURS LATER - DAY A23

Yinsen stirs a bubbling pot on the furnace. He flicks glances at Tony, waking up on the cot.

Tony eyes the bulky chest-piece protruding from his fresh bandages.

He tosses Tony a jar with scores of bloody Christmas tree- like barbs. Tony regards the ‘shrapnel’ he owns the patent to, and lets the jar drop.

Tony struggles up, sits on the cot and notices something --

TONY’S POV: a surveillance camera on the cave wall.

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SALMON #2 XX/XX/07 20A.

A23 CONTINUED: A23

The door-slat flies opens and a pair of dark eyes stare in. Yinsen drops his spoon, puts his hands on his head.

Tony gets to his feet, can’t gets his hands up. Yinsen helps him.

The door opens and ABU BAKAR enters with two armed Henchmen (Ahmed and Omar). On Ahmed’s wrist, Tony notices --

Jimmy’s bright orange METS watch (from the convoy earlier).

Abu looks Tony up and down like a prize horse, then --

Abu holds out a photo: a surveillance image of the Jericho Missile launch.

Yinsen backhands Tony across the face, goes ballistic --

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SALMON #2 XX/XX/07 20B.

A23 CONTINUED: (2) A23

Abu, spooning down Yinsen’s food, throws a look of smug satisfaction. He heads out. The door slams shut.

Tony is utterly perplexed.

Yinsen returns to cooking.

B23 INT. LAB - CAVE - DAY B23

Tony is jostled awake by Abu’s Henchmen, wrestling a hood over his head. He struggles as he’s pulled to his feet.

C23 INT. TUNNEL - CAVE - DAY C23

TONY’S POV - THROUGH HOOD: approaching the tunnel opening.

CLOSE ON - TONY: the hood is yanked off his head. He squints into the stinging daylight, his expression turning to shock.

In a bowl of tall mountains, camouflaged tarps are furled, revealing skids upon skids of Stark Industries weapons dating back to 80s Afghanistan.

VARIOUS SHOTS - OF CRATES: the STARK INTERNATIONAL MUNITIONS logos. Some faded, some new.

Tony, stunned, staggers along the crates. Yinsen follows.

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SALMON #2 XX/XX/07 20C.

ABU YINSEN

(in Arabic) (translation) As you see, we have As you can see, they have everything you need to build everything you need to build the Jericho. You will make a the Jericho. He says make a list of materials and start list of materials. You will work right away. When we are start work right away and done we will set you free. when you are done he will set

you free.

Tony sees a heavily armed and imposing man surrounded by several men, who act as pilot fish around him. This is Warlord RAZA, a man you don’t mess with.

A24 EXT. AMBUSH SITE - AFGHANISTAN - DAYS LATER - DAY A24

Cold charred wreckage. Rhodey, GENERAL GABRIEL (50s) and a team of SF men assess the remains of Tony’s convoy.

It hangs there, then --

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SALMON #2 XX/XX/07 20D.

A24 CONTINUED: A24

Rhodey nods and heads for his Humvee as things are packed up.

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SALMON #2 XX/XX/07 21.

Dark. Tony sits in a wheelbarrow by the furnace, wrapped in an Army surplus blanket. Yinsen looms over him.

Silence.

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SALMON #2 XX/XX/07 22.

A27 OMITTED A27

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SALMON #2 XX/XX/07 23.

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SALMON #2 XX/XX/07 24.

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SALMON #2 XX/XX/07 25.

A31 OMITTED A31

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SALMON #2 XX/XX/07 26-27.

A32 INT. LAB - CAVE - DAY A32

The lights come on as the generator is started. Abu is flanked by Ahmed and several Guards. He watches as --

Omar refuels the generator, then walks the gas can to --

A ‘cage’, housing a fuel drum, and locks that down too.

Tony paces, barking what he needs done while more of Abu’s Guards carry in missiles and materials. Yinsen follows, translating as Tony assesses his work area.

TONY YINSEN

S-Category missiles. Lot (in Arabic) 7043. The S-30 explosive S-Category missiles. Lot tritonal. And a dozen of the 7043. The S-30 explosive S-76. Mortars: M-Category tritonal. And a dozen of the 229’s, I need eleven of #1, 4, 8, 20, and 60. M- these. Mines: the pre-90s AP 229’s, he needs eleven of 5s and AP 16s. these. Mines: the pre-90s AP

5s and AP 16s.

Abu’s men dart about.

TONY YINSEN

...this area free of clutter, (in Arabic) with good light. I want it ...this area free of clutter, at 12 o’clock to the door to with good light. He wants it avoid logjams. I need at 12 o’clock to the door to welding gear -- acetelyene or avoid logjams. He needs propane, helmets, a soldering welding gear -- acetylene or set-up with goggles, and propane, helmets, a soldering smelting cups. Two full sets set-up with goggles, and of precision tools. smelting cups. Two full sets

of precision tools.

Abu getting exasperated by the never-ending list.

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SALMON #2 XX/XX/07 26-27A.

A32 CONTINUED: A32

TONY YINSEN

Finally, I want: three pairs Finally, he needs: three of tube socks, white, a pairs of tube socks, white, a toothbrush, protein powder, toothbrush, protein powder, spices, sugar, five pounds of spices, sugar, five pounds of tea, cards. (thinks, then) tea, and some playing cards. And a washing machine. Top (pauses) And a washing load. machine. Top load.

Abu’s eye bulge. He gets in Tony’s face.

B32 OMITTED B32

C32 OMITTED C32

D32 INT. LAB - CAVE - NEXT DAY - DAY D32

Tony pulls open a missile-housing and removes a glass ring from the inner workings of its guts. Then --

He leads Yinsen up to a large missile crate. They remove the chip-rack cylinder from a larger warhead.

Tony walks the heavy chip-rack to the work-bench and removes a tiny palladium strip.

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SALMON #2 XX/XX/07 26-27B.

D32 CONTINUED: D32

E32 INT. LAB - CAVE - (LATER) - DAY E32

SHOT OF: Yinsen removes chip-rack cylinders, bringing them to Tony. Tony extracts palladium strips.

LATER:

INSERT OF: Tony wraps a copper coil around the glass ring.

INSERT OF: Tony drops palladium strips into a crucible on the fire.

INSERT OF: Tony sculpts a sand-mold for the palladium ring.

LATER:

SHOT OF: Yinsen bringing the crucible of melted palladium to Tony.

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SALMON #2 XX/XX/07 26-27C.

E32 CONTINUED: E32

LATER:

SHOT OF: Tony lifts the palladium ring out of the mold with a tweezer.

F32 OMITTED F32

G32 OMITTED G32

H32 INT. LAB - CAVE - DAY H32

Tony plugs a cable into the generator.

Tony throws a generator switch. The lights go up and down.

INSERT SHOT OF: the finished RT device, wired to the generator cable, beginning to glow on the workbench.

Yinsen wipes his face, and trails Tony to the workbench.He undoes the wires, holding up the glowing RT device.

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SALMON #2 XX/XX/07 26-27D.

H32 CONTINUED: H32

Yinsen marvels.

Their eyes meet a moment, then --

J32 INT. RAZA’S CONTROL ROOM - CAVE - HOURS LATER - DAY J32

PUSH IN - MONITOR: Tony lying on a workbench, Yinsen craning over him.

PUSH IN - ON: Raza, watching as he spoons peanut-butter from a military airdrop care-package.

K32 OMITTED K32

Pepper enters and is surprised to see Obadiah sitting behind Tony’s desk, head in his hands.

He watches as Pepper swaps yesterday’s unread L.A. Times and Wall Street Journal with today’s. Her little vigil.

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SALMON #2 XX/XX/07 26-27E.

Stane rises, gazes out the windows at the vast Stark compound. Pepper comes up behind him.

He starts to break down. She touches his shoulder.

He composes himself, nods.

CLOSE ON - TONY’S OLD CAR BATTERY: we follow the wires and end on the bloody chest plate, no longer in Tony’s chest.

INSERT - TRACKING SHOT: of new set dressing, revealing that time has passed and ‘missile’ components have progressed (we see jig).

We find Tony, bearded and filthy now, cutting metal flat- stock with a torch. His shirt is cracked open, revealing the glowing RT device in his chest. He snuffs the torch, looks over his shoulder at --

Yinsen concentrating on building a backgammon board.

Tony secretly begins filling a cylinder with gas from the torch.

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SALMON #2 XX/XX/07 26-27F.

The door-slat flies open. Abu again. He barks, more stern than usual. Tony stops, the secret cylinder he was filling,, clatters to the floor. Yinsen notices, looks at Tony.

Abu, Ahmed and Omar enter, followed by RAZA’S GUARDS.They take up positions, rigid. Raza enters (he speaks English).

They lower their hands. Silence as Raza meanders, picking up and putting things down. He almost steps on Tony’s secret cylinder, but then sees the washing machine. He shoots Abu a cold look and turns to the workbench and --

Peruses Tony’s onion-paper schematics of the missile.

He pushes the schematics around trying to make sense of them.

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SALMON #2 XX/XX/07 26-27G.

A beat as Raza looks back and forth between Yinsen and Tony.

Yinsen flicks a glance at Tony, who watches apprehensive.

Yinsen is forced to his knees by Abu and Ahmed. Using tongs, Raza lifts a hot coal from the furnace and approaches Yinsen.

Yinsen won’t do it. Abu and Ahmed force his mouth open.

CLOSE ON - COAL: heading for Yinsen’s mouth. He struggles.

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SALMON #2 XX/XX/07 26-27H.

The glowing coal nearly at Yinsen’s mouth now....then --

Raza drops the coal on the floor in front of Yinsen and leaves. Raza’s men follow and slam the door shut.

Yinsen gathers himself, then --

Their eyes hold, then --

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SALMON #2 XX/XX/07 28.

Tony lays schematic after schematic on the glass.

CLOSE ON - YINSEN: surprise registering.

A36 OMITTED A36

B36 OMITTED B36

C36 OMITTED C36

D36 OMITTED D36

E36 INT. TUNNEL - CAVE - DAY E36

We follow Abu in a tunnel, heading for the lab. He shoves the door-slat aside.

ABU’S POV - THROUGH SLAT: Tony, shaving in front of the broken mirror, turns.

F36 INT. LAB - CAVE - CONTINUOUS - DAY F36

Abu shuts the door slat.

Tony wipes his face, pulls on a pair of gloves as he goes to the furnace. He takes a white-hot piece of metal from the forge and starts pounding on it.

Yinsen, soldering a complex circuit, looks up. He is struck by the image of Tony, strong and resolute, hammering away.

SLOWLY PUSH IN ON - TONY: hammering away.

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SALMON #2 XX/XX/07 28A.

F36 CONTINUED: F36

BOOM! BOOM! The hammer blows ECHO.

Tony’s muscles ripple, sweat flying.

Dazzling sparks fly around Tony.

Tony, sweating, holds up the metal he’s been working on --

A crude iron mask stares back.

He tosses the mask down. It lies there smoking and pulsing with heat.

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SALMON #2 XX/XX/07 29.

F36 CONTINUED: (2) F36

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SALMON #2 XX/XX/07 30.

From down the hallway, Pepper watches Obadiah and Rhodey in close, heavy conversation. Obadiah, grave, looks over and catches Pepper’s eye, then he walks off, shaking his head.

Rhodey on his way out. Pepper steps into his path.

Rhodey follows her into --

And with that, she storms out, leaving him stung.

AA39 EXT. EDWARDS A.F.B. - DAY AA39

Rhodey, duffel slung in front of a C-17, is shipping out on a line of soldiers. General Gabriel pulls up on a golf cart and approaches. Everyone salutes. The General pulls Rhodey aside.

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SALMON #2 XX/XX/07 30A.

AA39 CONTINUED: AA39

He salutes Rhodey. Rhodey salutes back.

Rhodey turns and heads up the ramp into the loading bay.

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SALMON #2 XX/XX/07 31.

A39 INT. LAB - CAVE - WEEKS LATER - DAY A39

Tony puts the finishing touches on a strange box housing a laser-pointer, fan and tinsel. He tapes the box shut, peeks through a tiny hole in its side.

TONY’S POV - INTO BOX: it looks like the furnace flames in the dark.

B39 INT. RAZA’S CONTROL ROOM - NIGHT B39

Guards, bored and tired mill about.

CLOSE ON - SURVEILLANCE MONITOR: which shows the furnace glowing in the dark lab. There is a brief shift in the image, and we --

The strange box Tony was working on is being affixed over the surveillance camera.

NEW ANGLE

A work-light is on, revealing Tony and Yinsen by the workbench. A sensor on Tony’s leg is coupled to a contraption. Yinsen watches intently as --

Tony plugs a wire into his RT ‘heart’, a moment as --

Data races up on the crusty laptop...then --

As Tony moves his leg, the contraption on the table springs to life, responding to his actions. Tony’s chest-device, which dims with the power loss.

The two men’s eyes drift up and hold. Triumph.

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SALMON #2 XX/XX/07 31A.

Tony and Yinsen eat and play backgammon.

A moment, then --

Abu shouts from the door slat and enters.

Abu goes to a basket where his laundry is neatly folded.He smells it, ‘ah, clean clothes.’ He heads for the door, shaking his head as he sees them play backgammon.

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SALMON #2 XX/XX/07 31B.

Abu is about to head out when Raza enters. Abu freezes. Raza eyes’s dip to the laundry, then without warning --

He shoots Abu in the head.

Tony and Yinsen stand there, stock-still.

He walks out. His henchmen grab Abu’s legs and drag him out.

The silence hangs there, then --

A43 INT. RAZA’S CONTROL ROOM - CAVE - NEXT DAY - DAY A43

Guards pour over a map, discussing heatedly. Others clean and re-assemble weapons. Khalid keeps watch at the monitors.

CLOSE ON - MONITOR: where we see Yinsen laboring furiously behind the jig.

Raza enters, wiping his face and neck with a towel. He drifts to the monitors, observes. Troubled he leans in, staring intently.

CLOSE - ON MONITOR: Yinsen still going like hell behind the jig.

He taps the monitor.

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SALMON #2 XX/XX/07 31C.

Khalid arrives, pulls the slat aside and peeks in. He glimpses a disembodied Yinsen working behind the jig.

Yinsen ignores him, keeps working.

44 REVERSE ANGLE - OF KHALID: in the door-slat. Below, the IED44 cylinder (propane tank Tony filled earlier), is rigged to the door-latch.

45 Khalid, as he turns to his men, who ratchet their guns.He 45 unlocks the door. It won’t open. He shoulders it and --

The door explodes in his face. Smoke. Debris.

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SALMON #2 XX/XX/07 32.

Raza witnesses the explosion on the surveillance monitor.

CLOSE ON - THE LAPTOP SCREEN: program bars loading slowly.

We glimpse a bulky chest piece being lowered over Tony.The STACCATO WHINE of PNEUMATIC TOOL as Yinsen seals Tony in.

Raza, at his monitors, orchestrating his men over the radio.

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SALMON #2 XX/XX/07 33.

A49 OMITTED A49

B49 OMITTED B49

Raza’s men cautiously approach.

50 INSIDE LAB 50

Yinsen eyes the laptop, the bars creeping ever so slowly.He turns, listening to the SHOUTING MEN outside growing louder.

A decision, then Yinsen runs out.

Yinsen grabs dead Khalid’s weapon and runs into the tunnel, firing in the air.

YINSEN’S POV: rounding a corner, encountering Raza’s men.

He opens fire -- the men are caught off guard, and retreat. Yinsen chases, firing madly, unleashing pent-up rage.

He enters the outer cavern, and is confronted by Raza and his troops. Yinsen lowers his weapon to the ground.

TONY’S POV: trapped in the suit, watches the loading bars on the laptop get close. Suddenly --

Multiple BURSTS of gunfire. Tony throws a look. SILENCE.

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SALMON #2 XX/XX/07 33A.

A53 TUNNEL - SECONDS LATER - DAY A53

Raza’s Guards, running at us, shouting.

B53 LAB - CAVE - SAME TIME - DAY B53

The loading bars on the laptop finish their cycle and --

A surge of power to the suit dims the lights.

The lights dim to darkness. Raza’s Guards, scared, inch up on the lab. Two of them break off and move forward --

54 INSIDE THE LAB 54

The two Guards enter the dark, smoky lab cautiously.It appears deserted. Then, a Guard stops, turns slowly --

In the dark, an eerie glow, twin-flames. The SCREAM of surging METAL and we --

55 OUTSIDE THE LAB 55

As the two Insurgents SCREAM and are flung back out.

The other Guards fire wildly into the lab. As they re-load --

The THUMP and SCREECH of METAL. A glowing chest plate. The flicker of blue pilot lights, and finally, out of the smoke, the complete nightmare vision --

Iron Man -- the Original Gray Armor.

The Insurgents backpedal, firing, but Tony keeps coming, feet CRUNCHING on the cave floor.

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SALMON #2 XX/XX/07 34.

Raza strapping on his flak vest, grabbing an RPG launcher.

The crazy streak of tracers, bouncing off Tony.

An Insurgent jumps from a side-corridor, firing his pistol point-blank at the back of Iron Man’s head.

PING! The bullet ricochets back, killing the man instantly.

NEW ANGLE

As Iron Man clumps towards the light of freedom, insurgents spill out of nooks, in front of him, behind him, firing --

Tony’s arms swivel, knocking Guards down, absorbing countless rounds. The suit is shredding, smoking, pockmarked.

58 RAZA 58

heading down a tunnel with an RPG. A wounded Guard grabs onto him, jabbering. Raza shoves him aside.

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SALMON #2 XX/XX/07 35.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 36.

59 TONY 59

turns into the main chamber and sees Yinsen on the ground.

Tony stops and an RPG whizzes past his nose, exploding in the wall next to him. He turns, sees --

Raza, in the intersecting tunnel, calmly loading another RPG.

Tony primes his flame throwers, but they malfunction.Both men square off. Raza aims, but now Tony’s flame throwers kick in and --

Raza flattens as twin-plumes of fire envelope him. He SCREAMS, grabbing a dead soldiers as a shield.

Tony turns clearing Insurgents out of the tunnels with his flame throwers. Then he returns to Yinsen.

And now Tony understands -- Yinsen’s family is dead.Yinsen grins, then sags into himself, dead.

Rage overtakes Tony. He steams towards the exit, roaring.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 37.

Raza’s men fleeing as a deluge of flame shoots from the tunnel. Then --

Tony emerges, the gray armor scarred and sizzling. Insurgents keep firing, trying to draw him from --

The massive ammo dump under the camouflage. But Tony is relentless, keeps moving towards it.

Tony turns his flame throwers on the crates. They begin to burn -- the STARK logos eaten by flames. And now --

A withering barrage of gunfire knocks Tony to his knees.The hose to his flame thrower is pierced, setting his arm on fire. Another bullet catches a seam and enters his shoulder.

But Tony struggles back to his feet. The suit GRINDS. He pushes further into the maze, torching everything.

More gunfire pings and ricochets off him, pieces of the gray armor begins to come loose. Now --

Tony opens a metal flap on his arm, flips a red switch.And now something incredible happens --

A WHINE builds to a ROAR. Tony tucks, angles forward as --

Heel-boosters glow white hot, kicking up desert plumes -- and then he blasts off like a missile, rising hundreds of feet.

One Insurgent watches dumbstruck, as Tony arcs across the sky towards a mountain pass. And then --

The first ammo dump ignites. Then another and another, fire roses joining in a hellish conflagration. And barely outpacing the fireball --

The gray armor shoots towards us. Tony clears the mountain ridge by inches, and then --

His boosters are suddenly spent. He plunges like a human cannonball.

TONY’S POV - THROUGH SUIT: the Earth swelling up at us and --

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SALMON #2 XX/XX/07 38.

Tony THUDS into the sand, pieces of the armor splitting away.

Dazed, he struggles from the exo-skeleton. He staggers into the dunes, away from the smoke and DISTANT EXPLOSIONS.

He’s torn up, clutching a bullet wound. He falls, gets up again, keeps moving.

Tony staggers down a dune, dying from thirst. Behind him --

A USAF Blackhawk suddenly rises over the lip of the dune. Tony turns, falling over. Moments later --

Rhodey, winded, appears over us. A grin forming.

In the heat shimmers, a hulking form becomes a taxiing C-17.

The rear ramp of the C-17 comes down. Light blinds Rhodey and Tony -- who’s in a wheelchair.

TONY’S POV: Pepper is revealed as the ramp lands.

Rhodey wheels him down. As they reach the ramp’s end--

He struggles to his feet, faltering. Rhodey steadies him.

They walk together as Pepper comes forward. She meets eyes with Rhodey, and he nods to her.

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SALMON #2 XX/XX/07 39.

And now she faces Tony. A ghost of his former self, but she puts on a brave face.

Hogan comes around, holds the limo door open for Tony.

Pepper helps Tony into the limo.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 40.

Awkward silence. Pepper meets eyes with Hogan in the mirror.

Off Pepper’s stunned look--

Tony’s limo pulls up, Hogan lets Tony out. He finishes a cheeseburger and Hogan takes the wrappers.

Obadiah is waiting there with a group of gathered employees. They all start applauding. Obadiah with arms outstretched--

He hugs Tony warmly, speaks close.

They head inside.

A70 OMITTED A70

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SALMON #2 XX/XX/07 41.

Packed with Reporters waiting for the hundred-carat headline. Pepper is approached by AGENT PHIL COULSON (40s).

He hands her a card. She squints at the tiny font.

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SALMON #2 XX/XX/07 41A.

NEW ANGLE

As Tony enters, struggling his way to the podium, followed by Obadiah.

Tony gazes out over the reporters. Suddenly he seems vulnerable, scattered.

The silence grows awkward. Obadiah is mercifully going to save him when --

Pregnant silence. Everyone waiting for the Stark punch-line. Finally, a Reporter ventures --

REPORTER # 1 You mean you’re retiring?

The room waits through more awkward silence, then --

REPORTER # 1 Something besides weapons?

The room is suddenly BUZZING with overlapping questions --

REPORTER #2 The official report was sketchy. What happened to you over there, Mr. Stark?

Tony is pensive, then the floodgates open.

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SALMON #2 XX/XX/07 41B.

Rhodey, just arriving in the rear, pulls up to Pepper.

Pepper is transfixed. Nearby, Agent Coulson watches stoically.

REPORTER #2 What do you intend to do about it, Mr. Stark?

Now the room is in chaos. Obadiah’s ready to wrap this up, and moves towards Tony.

REPORTER #3 So you’re saying...what are you saying?

The questions are now firing in a CACOPHONY. Obadiah takes the podium.

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SALMON #2 XX/XX/07 41C.

Tony steps down, exhilarated. He works his way through the swarming reporters, approaching Rhodey and Pepper -- who have stunned looks on their faces.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 42-43.

Stane approaches Tony, who stares at the Arc Reactor while * eating fries and sipping a Coke. *

OBADIAH * Well that went well. You just * painted targets on our heads. Our * stock is going to take a 40 point * dive tomorrow. *

Tony says nothing. *

TONY * I don’t want a body count to be my * only legacy. There are other things * we can do. *

OBADIAH * Like what? *

TONY * We could develop the Arc Reactor. *

Obadiah points to the Arc. *

OBADIAH * This? This was a publicity stunt. * It’s not even cost effective. We * knew that before we built it. * Repulsor technology is a dead end. *

Tony rips open his shirt, revealing the glowing RT. *

TONY * No it isn’t. *

OBADIAH * (touching the RT) * Oh my God. It is a miracle you are * alive. What must have happened to * you over there? * (MORE) (CONTINUED) © 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 42-43A.

TONY * Yes. Thanks Obie. *

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SALMON #2 XX/XX/07 44.

A75 INT. TONY’S LIVINGROOM - NIGHT A75

As Tony enters, the house comes alive. Windows and lights change colors. The TV turns on. Jarvis loading all of Tony’s preferences.

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SALMON #2 XX/XX/07 45.

A75 CONTINUED: A75

Tony, shirtless and wearing goggles, sits in the 3D laser scanner. Lasers play over him, mapping his entire body.

MONITORS: terabytes of data race past.

MONITOR: Tony’s chest device magnified. Its various components flashing as Jarvis analyzes them.

MONITORS: going deeper and deeper through the strata of Tony’s device. Like it’s a city unto itself.

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SALMON #2 XX/XX/07 45A.

Tony steps from the booth. All around him, calculations flash at blinding speed.

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SALMON #2 XX/XX/07 45B.

VARIOUS SHOTS:

Tony loads raw metal stock onto a lathe and begins cutting.

A robot arm organizes pieces of cut stock.

The CNC Machine comes to life and begins milling parts.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 46.

Metal fingers protrude from the sand. A filthy human hand reaches into frame, freeing a metal gauntlet from the desert floor. Then, we reveal --

Horses and old pickups, scattered as men scavenge among the dunes. A Toyota pickup flies the banner of the Ten Rings.A burly man, his back to us, leans on the bed-mounted machine- gun. As we TRACK around him we can see it’s --

Raza, his terrible scars still raw from Iron Man’s flame- thrower. He swats flies from his wounds. In one hand --

Raza holds Tony’s battered helmet, staring into its eyelets.

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SALMON #2 XX/XX/07 47.

A79 OMITTED A79

B79 INT. TONY’S BEDROOM - DAY B79

Knocks on the door, enters. The bed is untouched. The flatscreen TV is on -- Jim Cramer delivering a sermon.

Cramer pushes one of his big red buttons, and we hear the sounds of SHRIEKING. Pepper shuts it off as she talks on the phone and heads out to...

Pepper clicks on her headset.

INTERCUT - PHIL COULSON’S OFFICE - SAME TIME

A plain government-issue office. On his desk, newspapers with headlines: “STARK RAVING MAD?” “STARK LUNACY”.

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SALMON #2 XX/XX/07 47A.

INTERCUT - TONY’S LIVING ROOM - SAME TIME

Pepper is interrupted by the intercom. It’s Tony--

She hangs up.

Dim and unsettling. She finds Tony shirtless in a chair, she sees his chest device for the first time and steels herself.

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SALMON #2 XX/XX/07 47B.

She does.

He hold up the newly fabricated, higher tech replacement chest piece.

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SALMON #2 XX/XX/07 47C.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 47D.

Pepper begins to reach in.

She reaches uncomfortably deep.

She pulls her hand out covered in a nasty pink slime.

She walks to the sink as Tony drops a drain into the opening.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 47E.

The robot arm sets in the new heart piece.

She examines the old chest piece.

The new chest lights brightly.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 47F.

They share a rare moment without words. A smile?

She exits. He watches, then stands up.

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SALMON #2 XX/XX/07 48-49.

A81 OMITTED A81

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SALMON #2 XX/XX/07 50.

A83 INT. TONY’S WORKSHOP - DAYS LATER - DAY A83

Sketches and diagrams splayed on the worktable. Tony finishes soldering work on two sculpted metal boots. Monitors flicker behind him, the robot arm “looks” over his shoulder.

B83 NEW ANGLE - LATER - DAY B83

Tony, finishes marking a ‘test circle’ with pieces of tape. He’s now wearing the boots, wired to a chest ‘bandolier’.

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SALMON #2 XX/XX/07 51.

B83 CONTINUED: B83

Tony activates hand-controlled joysticks. He shoots up, flips over and out of frame. Crashes. After a beat--

BA83 INT. HANGAR - EDWARDS A.F.B. - DAY BA83

Rhodey paces before an F-22 and a Global Hawk drone.Student Pilots are assembled before him.

A VOICE chimes in from the depths--

VOICE (O.S.) Why not take it a step further?

NEW ANGLE

Tony’s been watching from the shadows.

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SALMON #2 XX/XX/07 51A.

BA83 CONTINUED: BA83

Tony walks to Rhodey as the pilots trickle out, buzzing and stealing looks at Tony.

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SALMON #2 XX/XX/07 51B.

BA83 CONTINUED: (2) BA83

It hangs. Then...

Tony walks from the hangar. Rhodey watches him go.

C83 INT. TONY’S WORKSHOP - DAYS LATER - NIGHT C83

Tony tests out the prototype of a gauntlet. Clips the gauntlet wires to the chest bandolier. He extends his arm, lets off a burst of RT from his palm --

It tips over a toolbox, scattering wrenches. Pepper, who’s been watching in the b.g., approaches.

She leaves a small package on a worktable and departs.Tony turns, spotting the box. Intrigued, he tears it open to find--

His old chest-device, mounted in Lucite, glowing faintly. It’s inscribed: PROOF THAT TONY STARK HAS A HEART...

He smiles.

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SALMON #2 XX/XX/07 52.

Obadiah sets a pizza down on the table. Tony paces, full of manic energy.

Tony looks at Obadiah, getting emotional.

Obadiah nods, touched, then --

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SALMON #2 XX/XX/07 52A.

He pours two drinks. Tony declines.

Tony nods, still troubled.

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SALMON #2 XX/XX/07 53.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 54.

Tony’s suit is now comprised of a stabilizer belt, partially- chromed propulsion boots and the Mark II gauntlets. Everything connected by tubing and wires -- he looks like a crazy science experiment.

Tony fires up the boots, hovers. Then he fires the gloves to stabilize. Weaving, tilting. He “surfs” mid-air, trying to maintain balance, slowly getting the hang of it.

Then he ventures forward, moving along the expanse of the lab. Dodging pieces of equipment, his car collection, a few near misses -- but he maintains control. Debris and objects are blown from tables from the propulsive force.

The joy of flight.

He cuts the propulsion and lands. Looks to Jarvis.

A90 OMITTED A90

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SALMON #2 XX/XX/07 55.

90 BLACK. 90

We PULL BACK -- out of a dark hole in the chest-plate of Tony’s original gray armor -- and show the whole battered suit, being pieced together by Raza’s men. Then we --

REVEAL: INT. TENT - NIGHT

Raza, his face healed now, watching the armor coming together, mesmerized.

A humanoid form walks out, shrouded in shadow. Then, ceiling lights CLUNK on, one-by-one, revealing --

CLOSER - DIFFERENT ANGLES

Powerful scaly arms and legs. Steel vertebrae. The intense glow of Tony’s RT “heart” through the chestpiece.

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SALMON #2 XX/XX/07 56.

Ailerons and air brakes pop up as Tony moves his head and arms, “stretching”, getting the feel for his new body.

The helmet -- its intrepid, steely gaze boring into us.

Now we see the full-on Mark II suit, its seams and rivets still visible. The suit HUMS as it powers up.

The gauntlets and boots fire up, and Tony rises. Suddenly--

He loses balance, falls back onto the hood of his Saleen, crushing it. The ALARM goes off. Tony kills the alarm with a blast of RT.

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SALMON #2 XX/XX/07 57.

TONY’S POV - THE “HEADS-UP DISPLAY”

The HUD comes alive as Jarvis “loads” into the suit’s on- board system.

Tony fires boots and gauntlets again. He hovers, floating along the workshop’s driveway.

Tony tumbles around the sky, trying to control his flight.

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SALMON #2 XX/XX/07 58.

TONY’S POV: his “display” glows in front of us: altitude, power, vital signs. Beyond that --

The live horizon spins and jiggles out of control.

Tony tucks his arms and legs tight, thrusts his chest, eventually finding --

The Delta Pose. And suddenly he’s in control. He pulls a few turns, and swishes along the ribbon of headlights on the PCH. Then --

He carves a turn out over the ocean, dives. Whooping like a kid on a coaster.

The waves flash by fifty feet below and returning to shore --

He arcs into a high performance climb, passing the Santa Monica Pier and sees --

A Kid on the Ferris wheel spotting him. Eyes wide --

FLASH TO - KID’S POV: as Iron Man zips past.

97 FROM ABOVE A CLOUD: 97

A glow, then Tony shoots out and keeps ascending; a steel Icarus reaching for the heavens.

CLOSE ON - TONY’S MASK: ice crystals forming.

But Tony isn’t listening.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 59.

Tony, intoxicated, as the moon beckons, impossibly bright.

TONY’S DISPLAY: as all indicators begin flashing red.

A POP then everything goes dark. Tony is yanked from his reverie. His display flashes: “SYSTEM SHUT-DOWN”.

The glow gone from his chest, the suit a dead hull. The world starts to pinwheel outside.

Tony, plummeting back to Earth in a free fall. Piercing the clouds, surging towards the L.A. grid.

Then: another POP, and a SURGE. The heads-up display flickers back to life, the suit’s power returns.

Tony works the boosters, to get the suit back under control.

98 Tony, as he descends towards his estate grounds. He attempts98 an elegant landing stance, but can’t quite hold it --

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 60.

He punches through the roof of his mansion.

A99 INT. TONY’S LIVING ROOM - CONTINUOUS - NIGHT A99

He plunges through the foyer ceiling...

And crashes through the ceiling of his garage, smashing the Shelby Cobra which is parked next to the damaged Saleen.

He unlatches his helmet and yanks it off -- all the CAR ALARMS blaring around him.

Tony’s out of the suit, which hangs nearby. He’s jazzed up, typing fast on his terminal.

The screens are alive with scrolling data, graphics and diagnostic tests. The plasma TV is on low in the b.g. *

TONY * Yeah, and it doesn’t have a * seatbelt either. A few issues: * main transducer felt sluggish at * plus forty altitude. Same goes for * hull pressurization. I’m thinking * icing might be a factor. *

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 60A.

TONY * Re-configure using the gold- * titanium alloy from the Seraphim * Tactical Satellite. It should * ensure fuselage integrity to 50 * thousand feet, while maintaining * power-to-weight ratio. *

TONY * Wow me. *

On the center screen, the Mark III prototype is being “built” by Jarvis.

The final product appears: an all-gold version of the Mark III. Tony regards it.

He looks over at -- *

His hot-rod and motorcycle.

Tony’s distracted by the TV. Local entertainment Reporter standing outside Disney Hall. He grabs a remote, turns it up.

The lab begins springing alive as Jarvis preps the various machinery.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 60B.

Tony returns his attention to the -- *

COMPUTER MONITOR: the red and gold Mark III revealed. *

As Tony exits, the Mark III factory gets to work.

A102 OMITTED A102

102 A SIGN: “FIREFIGHTERS FAMILY FUND...” 102

REVEAL: EXT. DISNEY CONCERT HALL - NIGHT

A fire-truck is parked outside. Obadiah poses for photos on the red carpet. The crowd is a mix of kingmakers, pols and Generals -- along with celebs and stars.

Suddenly, all the cameras swing over to --

Tony, decked out, exiting his Audi R8. He sees a white- haired man in a red smoking jacket, drowning between three hot Women. Tony slaps him on the back.

The man turns, it’s not Hugh Hefner, but Stan Lee.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 60C.

Tony strides up to Obadiah, puts his arm around him and poses for photos.

Tony doesn’t want to talk to them.

He heads inside.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 61.

A classy band and polite dancing. We TRACK IN on Tony at the bar, passing Patrons whispering and flicking glances.

He turns to find Phil Coulson -- all business.

Tony sees Pepper coming down the stairs. She looks stunning in a classic gown.

Tony beelines for Pepper. She’s surprised to see him.

Tony takes her hand and whisks her onto the dance floor.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 61A.

Tony and Pepper dance, looking good together. Natural.

Off a shared smile we...

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 62-63.

Tony and Pepper under the stars, close together.

He plants one on her. She gets quiet. They both do. Then...

He goes, then is stopped.

He goes. She flushes.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 62-63A.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 64.

The party going full tilt. Tony takes two drinks from the Bartender. Turns to find himself face-to-face with --

The reporter, Christine. The one-night stand he can’t escape.

She thrusts a dossier of photos out to him.

He looks at the photos, going stone-faced.

THE PHOTOS: victorious insurgents, the Ten Rings insignia on their vehicles, clutch Stark machine guns, RPGs. Behind, a town burns, bodies strewn.

A photo of civilians being marched in rows, pre-execution, Stark weapons trained at their backs.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 64A.

He leaves, making a bee line for...

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 65.

A107 EXT. DISNEY CONCERT HALL - MINUTES LATER - NIGHT A107

Tony strides out to the red-carpet paparazzi.

Obadiah is suddenly there, steering Tony up the entrance stairs.

The Paparazzi has snuck up on them, snapping photos.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 65A.

A107 CONTINUED: A107

They go further up the stairs.

Tony is shell-shocked. Then, he goes after Obadiah. They jostle and Obadiah backs off as Tony goes ballistic.The paparazzi snap photos.

Aki (from earlier) and several Obadiah’s Men, smiling, but steely-eyed, step in to prevent Tony from following Obadiah to his waiting car.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 65B.

A107 CONTINUED: (2) A107

B107 OMITTED B107

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 66-67.

Tony, wearing a Mark III gauntlet, wired to his RT chest- piece, turns a screwdriver to adjust the power.

On the wall beside him --

A flatscreen TV: live war footage, refugees huddled.The bottom crawl reads, “BREAKING NEWS - TRAGEDY IN GULMIRA.”

TV REPORTER’S VOICE -- the ten mile drive to the outskirts of Gulmira can only be described as a descent into Hell, into a modern-day Heart of Darkness. Simple farmers and herders, from peaceful villages, driven from their homes at the butt of Western rifles and the turrets of modern tanks. Displaced from their lands by Warlords and insurgent groups emboldened by their newfound power -- a power fueled by high-tech weapons easily purchased with Poppy money on the black market -- and further destabilizing a fragile region which for decades has been a tinderbox of tribal feuding and ethnic hatred --

Tony aims the gauntlet at some light fixtures. Gives them an RT blast. They spark and fall from the ceiling.

TV REPORTER’S VOICE (CONT’D) The villagers have taken shelter in whatever crude dwellings they can find -- in the ruins of other razed villages, in the cold barren scrublands, or in the remnants of an old Soviet smelting plant. Our translator relayed to us one human tragedy after another. A seven year old boy, thin as a scarecrow, clutching yellowed photographs and holding them out to anyone who would stop, with a child’s simple question: where are my mother and father? A woman, begging for news of her husband, who’d been kidnapped by insurgents -- either forced to join their militia, or to be shot without reason --

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 66-67A.

Tony adjusts the gauntlet again, raising the power level. Blasts a window in the lab, shattering the glass and knocking a painting off the wall.

TV REPORTER’S VOICE (CONT’D) With no political will or international pressure, there is little hope for these newly-formed refugees. Refugees who can only wonder one thing: is the world watching?

A final adjustment. Another RT blast -- this time Tony wipes out the plasma TV screen.

Pepper enters, regards the destruction, the massive hole in the ceiling, then Tony. He is stoic.

She’s flustered by his abrupt tone.

A109 EXT. DUBAI SKYLINE - ESTABLISHING (STOCK FOOTAGE) - DUSK A109

Festively lit up, music cranking. Expensive cars pulling up, valets scurrying. Beautiful people everywhere.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 68.

A110 INT. DUBAI VILLA - SAME TIME - DUSK A110

Tony weaves through glitzy guests, saying hello, shaking hands, slapping shoulders.

The Tycoon laughs, as Tony keeps moving.

B110 EXT. TONY’S DUBAI VILLA - POOLSIDE - HOURS LATER - NIGHT B110

The party in full tilt now. Guests dancing everywhere, or splashing around in the pool.

Tony moves along, arm-in-arm with two exotic beauties (DUBAI BEAUTY #1 & DUBAI BEAUTY #2). Pepper approaches him.

DUBAI BEAUTY #1 Kinky!

He stumbles towards the house with the two giggling women

NIGHT

The Dubai beauties tumble onto the huge bed.

They laugh and he checks his watch, then slips out a side door, instantly sober.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 68A.

Guests congregate, watching the massive fireworks show.The HISS and BOOM of launching and bursting rockets.

NEW ANGLE - PEPPER

Alone, staring off. She spots a streaking ‘rocket’, but unlike the others, it disappears without exploding.

CLOSER - FIREWORKS: heavy concussion, lighting up the sky.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 69.

A112 EXT. SKY - DAWN A112

Tony flying against the backdrop of rising dawn. Peaceful.

A mortar explodes in our face. Smoke drifts away revealing --

A terrified MOTHER and her FOUR KIDS huddled in a cave-like crawlspace. She doesn’t have enough arms to cover them all.

THEIR POV - OF ‘ALLEY’ OUTSIDE: an abandoned industrial facility. GUNFIRE, SCREAMING. In the distance --

Ragged tents and shanties are beset upon by black clad Irregular Forces, firing and burning and destroying.

Soldiers toss grenades into rat holes. Hunter-killer teams fire at offscreen targets -- then smile with satisfaction.

The oldest of the four kids in the crawlspace darts out into the alley, frantically calling --

On his way back he’s surprised by a four man hunter-killer team. They shout at him to drop the puppy, but he won’t.

The men cock their guns, briefly distracted by a strange rocket-streak in the sky. Never mind, they take aim on the boy, and are about to fire when --

IRON MAN lands before them, slamming his fist to the ground in the classic Granov fist smash. With a single RT blast --

The Soldiers are thrown fifty yards. Tony scoops up the Kid, with the barking mutt in his arms, and they take off.

NEW ANGLE - CRAWLSPACE

Iron Man drops down, delivering Kid and dog back to safety. The Kid, ignoring his mother’s protests, darts back out to watch Iron Man. He sees --

A Soldier flying like a ragdoll from behind a heap of bricks.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 70.

The Boy moves for a better view and sees Iron Man in full terrible glory, deflecting withering fire while laying waste to a cluster of militants with his fists and bursts of RT.

Refugees slowly emerge from their cover, stunned to watch Soldiers retreating in fear.

Raza, his wounds healed like papier-mâché, observing his retreating men from a command post. He grabs a rifle, steps through a building, and spots --

Iron Man, in the distance, throwing a Soldier through a wall.

Raza scrunches into nook, riveted.

NEW ANGLE - IRON MAN

Picks a Soldier up, who’s about to fire an RPG. Holds an RT palm to the man’s face.

Tony disarms the soldier, tosses him down. The Soldier scrambles away for his life.

Suddenly Tony is jarred by a sniper’s bullet.

INTERCUT - INT. TONY’S SUIT - SAME TIME

A thermal silhouette of a rooftop sniper. Tony fires RT, but “OUT OF RANGE” flashes.

Tony is hit again. He spots a Jeep wheel and grabs it.

Calculations cascade across Tony’s display, culminating in a hyperbolic arc with a blinking target.

Full view of Tony as he whips the wheel like a discus.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 71.

The Sniper, as he’s hit and flies off the roof.

Tony, turning, intrepid -- he’s ready to mop up the rest.

In the glow of consoles, and on huge SCREENS, Officers watch grainy satellite views of the action on the ground.

SCREENS: A vague figure moving through the battle haze and smoke. Flying, blasting -- Insurgents fleeing.

MAJOR ALLEN (50s) enters the CAOC, taking in the Images.

Emboldened Refugees emerge from hiding in droves, when --

A tank shell blasts the building next to Tony. He staggers. The tank rolls towards him smashing makeshift hovels.

Tony gets to his feet, squares off with the tank, its turret zeroing on him.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 71A.

Tony’s H.U.D.: switching to a schematic overlay of the Stark- designed tank. He identifies its weak spot, then --

A forearm panel pops open on Tony’s suit, revealing a mini- missile pod. He fires and --

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72.

The missile nails the weak spot. A chain reaction, then --

The tank explodes, raining debris. Then --

Tony is surprised from behind. He whirls, brandishing his glowing palm. But it’s only --

The little Boy from earlier, holding an apple out to him.He musses the boy’s hair, waves and --

Takes off. The Kid watches in awe.

ANGLE ON - RAZA

Like a rat hiding in a crawlspace. He dials on a Sat-Phone, watching as Iron Man flies below the rafters.

ANGLE ON - REFUGEES

Cheering faces as Tony does a low pass over them, and climbs into the sky.

The battlefield smolders below as Tony rises to the clouds.

INTERCUT - INT. TONY’S SUIT - SAME TIME - DAY

INTERCUT - INT. CENTRAL AIR OPS CTR - SAME TIME - (NIGHT)

Rhodey enters, pulling off his jacket. He paces past screens taking in the SAT-IMAGES of Iron Man’s assault on Gulmira.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72A.

Rhodey punches a number on a console. All around him, pixellated images of destruction.

An INCOMING CALL flashes up on Tony’s HUD. D.O.D. EMERGENCY CALL.

Rhodey paces listening to the headset, away from the chaos.

TONY’S SUIT

CAOC, a TOPO MAP showing Iron Man’s “dot” about to cross a line.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72B.

ALARMS add to the frenzy of the control room.

Two USAF F-22 Raptors flash out of the clouds like sharks.

TONY’S HUD: His ALARM SOUNDS, “PROXIMITY WARNING” FLASHES.

115 SKY 115

FRONTAL: we see Tony going turbo and rolling out of view in a treacherous bank. The F-22s curve expertly onto his tail.

Tony screams past us, trying to outrun the pursuing jets.

A116 CONTROL ROOM A116

The CAOC SCREENS now fill up with images from the belly-cams of the Raptors. The pursuit of Iron Man. Awe-inspiring.

Officers react. Rhodey’s face. Holy shit. What is it?

INTERCUT - INT. F-22 (viper 1) - FLYING - SAME TIME - DAY

From behind the Pilot: as he fights to stay with Tony.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72C.

A116 CONTINUED: A116

The cockpit’s BITCHING-BETTY now speaks in a calm voice.

Viper 1’s F-22 fires a SIDEWINDER MISSILE.

Iron Man goes full tilt as the missile closes in fast.

TONY’S HUD: a red dot moves across the center of his face.

‘COUNTER-MEASURES’ flashes on the screen.

A hatch opens on the Iron suit. Chaff is released.

The Sidewinder hits the cloud of chaff and --

The missile detonates. Iron Man shoots from the fireball. The Raptors veer.

Iron Man dives, rolls into dizzying evasive maneuvers. Pulling heavy Gs. The F-22s stay glued to his tail.

HUD: Tony nearly blacks out as the G-Force Meter hits red.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72D.

A116 CONTINUED: (2) A116

The F-22s now spray heavy cannon-fire in Iron Man’s path.

Tracer rounds streak past Tony, exploding, hitting him, ricocheting off the armor. Tearing him up.

The brakes pop out from the suit and Tony instantly slams down to a quarter-speed. The jets blow past him.

Viper 1, checking his scope. Nothing.

Rhodey, his wheels beginning to turn, stares at the belly-cam monitors. Nothing but sky and clouds. Then --

The call clicks on Rhodey’s headset. A low ROAR in the b.g. Rhodey strains to hear.

Rhodey speaks low, away from the Major.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72E.

A116 CONTINUED: (3) A116

Viper 1&2 in close formation, searching, searching. Viper 2 begins to bank slowly, and coming into view --

Iron Man -- clinging to the underside of one of the Raptors.

CONTROL ROOM

ALLEN’s eyes go wide at the belly-cam images. The Iron suit hangs on for dear life as the Raptor tries to shake it.

PUSH IN: on Rhodey, as all the pieces click.

But the line is dead.

Viper 2, frantic, looking out both sides of the cockpit, trying to spy Iron Man, shaking the jet harder.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72F.

A116 CONTINUED: (4) A116

Viper 2 works the stick, world becoming a centrifugal blur.

Viper 2 engages in dangerous rolls. The horizon spins as Iron Man clings desperately for life.

INSIDE SUIT: BUZZERS. WARNING LIGHTS FLASH: “POWER 28%”.

Finally, Tony is jarred loose, tumbling and --

Hits Viper 1’s tail-fin, shearing it off. The jet careens out of control.

Inside Viper 1’s Raptor, spiraling crazily.

Viper 1 pulls his EJECT and blasts out of the crippled jet.

The sky, as we fall with Viper 1, his chute failing to open as he pulls the damaged lever.

And he continues plunging, Earth and sky revolving like one.

Iron Man zipping through the clouds.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72G.

A116 CONTINUED: (5) A116

But Tony dives, vortices curling off his feet as he pursues the tumbling pilot.

Iron Man reaches the pilot, and they are face to face a split second, before he yanks the chute mechanism free and --

The chute snaps open, yanking the pilot up and out of view.

Iron Man banks sharply, coming dangerously close to the ground. Viper 2 barrel-rolls onto his tail.

Rhodey and Major ALLEN are glued to the SCREENS.

Viper 2’s Bitching Betty activates.

Viper 2, staying with Tony in a barrel roll--

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 72H.

A116 CONTINUED: (6) A116

The Pilot’s finger hovers over the kill button.

Rhodey’s eyes are locked on the screens.

Viper 2 fires its missile. It races towards Iron Man. Evasive maneuvers, chaff released. Then the explosion -- way too close for comfort. Iron Man is thrown from the frame by the fireball.

Iron Man’s “dot” vanishes from the screens.

Rhodey reacts.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 73.

A117 A117

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 74-78.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 79.

A118 OMITTED A118

B118 OMITTED B118

C118 INT. TONY’S DUBAI VILLA - ALCOVE - SAME TIME - DAY C118

Pepper sitting on a small bench, head propped in her hand, having dozed off.

A WHOOSH and a streak flashes outside the window, startling her awake.

Pepper rises, looking around, then exits frame --

Pepper enters, cautiously, moving towards something in the shadows. We hinge as she passes us, to REVEAL --

Tony, sitting in a huge chair, the armor scarred and still smoking. Helmet off, bleeding from the nose and ears.A drink in one shaky hand.

A few yurts. Raza’s bivouacked men lick their battle wounds. A devastated band. They grab their guns and stand-to as --

A train of black Suburbans arrive. Private Security Guards exit and take up positions. Then --

The scarred Raza saunters out of a yurt and goes to the lead Suburban. Its door opens and out steps --

Obadiah Stane gazes about, unfazed, then --

Obadiah assesses the scars on Raza’s face.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 79A.

CLOSE ON - RAZA’S RING: the familiar ten interlocked rings.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 80-81.

Obadiah enters and stares down, transfixed.

STANE’S POV: THE REASSEMBLED GRAY ARMOR suspended on wires.

Raza hands grainy surveillance photos to Stane.

CLOSE ON - VARIOUS PHOTOS: Iron Man wreaking havoc in Gulmira.

Stane has seen the future. Then he looks down at --

Tony’s crusty laptop. The onion-skin schematics.

Raza arranges the schematics on a light board, and the sketches laid together become...Iron Man.

Obadiah is circling the armor now, taking it all in. Raza sits and pours tea.

Now Stane pokes at the vacant hole in the chest plate.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 80-81A.

Obadiah smiles, places his hands on Raza’s shoulders, as if going to hug him in brotherhood.

Raza is strangely confused. Paralyzed. Blood begins running from his ear.

And now, in Obadiah’s hand, we realize he’s holding a device. A sonic taser.

Obadiah removes a pair of filtering ear-plugs as Raza crumples to the dirt.

Obadiah removes Raza’s ring, studies it. Then he turns and exits--

As he steps out of the tent, Obadiah sees --

By the Suburbans, Raza’s men kneel, guns to their heads.

We TRACK WITH Obadiah as he passes Raza’s kneeling men.

The SOUND of MACHINE GUN FIRE. Obadiah does not flinch.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 82.

Phil Coulson at his desk. He picks up the phone and dials.

INTERCUT - TONY’S LIVING ROOM - SAME TIME

There’s a BUZZ. Pepper eyes the security monitor and sees Rhodey.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 82A.

Rhodey enters, grim.

She hangs up.

Rhodey eyes the hole in the ceiling, worried now.

She faces off with him. Then allows him by.

AA123 INT. TONY’S BEDROOM - STARK ESTATE - MINUTES LATER AA123

Tony lies in bed, tethered to all sorts of medical equipment.

Rhodey enters, stunned at Tony’s state. Pulls up a chair and sits. Tony drifts in and out of consciousness.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 82B.

AA123 CONTINUED: AA123

Rhodey, floored, gets to his feet. Paces.

He nods, his eyes starting to flicker.

He drifts into unconsciousness.

AB123 INT.SUB-BASEMENT PIPE ROOM - STARK INTERNATIONAL HQ - DAYAB123

Windowless and full of pipes. The Mark I armor, dissected into its pieces, hovers mid air, suspended by wires.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 82C.

AB123 CONTINUED: AB123

Elite Engineers from the Stark empire are hard at work, milling and machining armored parts. Obadiah walks among them.

Obadiah faces the Head Engineer.

A123 EXT. CAVE - AFGHANISTAN - DAY A123

Yinsen, framed by the mountains in the b.g., stares at us.

HOLD on Yinsen, then --

Tony waking up in his gilded bedroom, alone.

He catches his own sad reflection in a mirror. Hooked up to IVs and machinery that PINGS and HISSES.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 82D.

A125 OMITTED A125

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 83.

B125 OMITTED B125

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 84.

C125 INT. TONY’S BEDROOM - DAY C125

Pepper enters and finds Tony’s bed empty.

D125 INT. TONY’S WORKSHOP - DAY D125 *

Pepper enters as Tony toils away at an eviscerated suit * suspended from a chain winch. *

TONY * This device will hack into Stark * Industries mainframe. I need you to * go to there and retrieve all * shipping manifests. *

PEPPER * What are you doing? Absolutely not * you should be in bed... *

TONY * ...they’ve been dealing weapons * under the table and I’m going to * stop them. *

PEPPER * Absolutely not. I’m not helping you * with anything if you’re going to * start this again. *

TONY * There is nothing else. There’s no * art opening. There’s no benefit. * There’s nothing to sign. There’s * no decisions to be made. There’s * the next mission and nothing else. * There’s nothing except this. *

PEPPER * I quit. *

TONY * Really? You stood there by my side * when all I did was reap the * benefits of wholesale * irresponsibility and destruction * and now that I’m trying to right * those wrongs and protect the people * I put in harms way you’re going to * walk out on me. *

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 84A.

D125 CONTINUED: D125

PEPPER * You’re going to kill yourself. I * can’t support that. *

TONY * So far so good. * (beat) * Pepper. I know what I have to do. * I don’t know if I can, but I know * in my heart that it’s right. And * you do too. And I can’t do it * without you. *

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SALMON #2 XX/XX/07 85-86.

E125 INT. SUB-BASEMENT PIPE ROOM - SAME TIME - DAY E125 *

Obadiah, next to his Head Engineer. Behind them are the hulking steel legs of the Dynamo, extending out of frame. The sparks from a welding gun shower down.

HOLD ON - OBADIAH: his mind churning something.

After hours, few people around. Pepper hurries down the dimmed main hallway of Stark Industries. Casting nervous glances back behind her.

Pepper at Tony’s computer. She plugs in the hacking device (the size of a jump-drive) Tony gave her.

MONITOR: the screen as the device starts hacking through Obadiah’s passwords, firewalls, security nets.

She’s in. She watches items scroll up from Obadiah’s hard drive.

MONITOR: Jericho Missile orders. Shipping manifests.

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SALMON #2 XX/XX/07 85-86A.

More. Schematics and blueprints. For sections of the Dynamo suit. For the pipe room under the Ark Reactor.

She glances towards the door, thinking she heard something. Waits. Nothing.

THE MONITOR: an icon now appears, with Arabic text underneath. An icon for a video clip.

She double clicks, watches--

MONITOR

A grainy video clip opens: Tony, half-dead, tied to a chair. Raza and his henchmen behind him. It’s the ‘decapitation tape’ made in the cave months ago.

She shakes her head, disbelieving.

CLOSE ON - MONITOR: as the clip plays, the translated text appears like subtitles: “Obadiah Stane, you have deceived us...the price to kill Tony Stark has just gone up...”

Pepper, shell-shocked, gapes at the monitor.

PEPPER’S POV: she looks up from the monitor to see Stane standing there in the doorway.

She nearly leaps out of her skin.

He circles around the desk and Pepper quickly changes screens, replacing the DOWNLOAD INDICATOR with GOOGLE.

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SALMON #2 XX/XX/07 85-86B.

He circles her, picking up a photo on the desk of Tony. Pepper stiffens, flicks a glance at --

The hacking jump-drive protruding. The WHIRR and GRIND of the hard drive as it copies Stane’s files.

She flashes to the download screen, “87%” completed.

He circles behind her again, looking closely at the screen-- again depicting Google ads.

He smiles and touches her cheek. She shuts off the computer.

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SALMON #2 XX/XX/07 85-86C.

He takes her box of personal effects, waits for her.As she passes the computer, she snatches the jump drive out, palming it. A tense moment: did he see her?

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SALMON #2 XX/XX/07 87-88.

A133 OMITTED A133

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SALMON #2 XX/XX/07 89.

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SALMON #2 XX/XX/07 90-91.

Pepper descends the stairs as Obadiah hovers above on the balcony railing -- watching her.

PEPPER’S POV: by the Security Desk, a savior: Agent Coulson gestures and argues with the Security Guard.

Pepper rushes over, startles Coulson by linking arms with him and dragging him towards the door.

They push outside. Obadiah still watches from above.

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SALMON #2 XX/XX/07 92.

A138 INT. TONY’S WORKSHOP - NIGHT A138

Noisy as Tony slaves away on the CNC machine. Behind him is--

A SCREEN: listing six messages, all the same: “MISSED CALL - PEPPER.”

Suddenly, the CNC machine powers down unexpectedly.

Obadiah holds a pizza.

Tony remains stoic. Obadiah puts the pizza down, crosses to Tony and hands him a letter.

Tony looks up from the letter, surprised.

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SALMON #2 XX/XX/07 92A.

Tony hears a blip from the phone system.

CLOSE ON - ANSWERING SYSTEM LCD

“INCOMING. PEPPER POTTS” appears.

Tony looks to Obadiah.

Tony finally nods, pushes a button, sending the call to voice mail.

Obadiah meets Tony’s eyes, fatherly. Puts a hand on Tony’s shoulder.

Tony’s eyes, suddenly registering a paralyzing pain.

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SALMON #2 XX/XX/07 93.

FLASH ON: Stane’s ear, the blue electronic ‘filter’, like the ones he wore with Raza.

Tony sinks back in his chair. Stane places the sonic taser down on the table.

He kneels beside Tony. Unbuttons Tony’s shirt.

CLOSE ON - TONY’S EYES: wide with pain, unable to move.All he can do is gasp and gurgle as --

Stane begins removing the chest-piece from its socket.

CLOSE ON - OBADIAH: he removes Tony’s “heart”, the RT glow reflecting on his face.

He wraps the heart in cloth. Then stands, clicking off the sonic taser and pocketing it.

Tony rolls from the chair, onto his back, staring at the ceiling. Already slipping away. Then--

Obadiah kills the lights and leaves

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SALMON #2 XX/XX/07 93A.

Rhodey is on the phone with Pepper.

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SALMON #2 XX/XX/07 94.

A140 INT. PARKING GARAGE - NIGHT A140

Pepper, Coulson and five dark-suited Agents walk with urgency towards two Crown Victorias. Pepper is on her cellphone, worried--

She CLICKS off. The Agents pile into the Crown Vics, and Coulson holds a door open for her.

Pepper instead beelines for her parked Audi.

She hops in. Coulson looks at the Agent behind the wheel, then back at Pepper.

Coulson hurries over, jumps in and the Audi races off.The Crown Vics try to keep up.

B140 INT. TONY’S LIVING ROOM - NIGHT B140

Tony, on fumes, pulls himself up a shelving system. It topples, spilling items -- including the Lucite-encased heart Pepper gave him.

He crawls to it, smashes it open.

CLOSE ON - TONY’S HAND: lifting the glowing chest piece.

C140 INT. SUB-BASEMENT PIPE ROOM - NIGHT C140

Obadiah inserts the glowing “heart” he stole from Tony’s chest into the Dynamo’s chest. We can only see slivers of the full suit on its scaffolding.

The heart locks in place and we go --

CLOSE ON - DYNAMO’S EYES: coming alive.

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SALMON #2 XX/XX/07 94A.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 95.

A144 OMITTED A144

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SALMON #2 XX/XX/07 96.

Pepper and the Agents stand outside the locked door to the sub-basement pipe-room. An Agent finishes laying detonator cord around the door hinges.

They take cover and the Agent hits a clacker. The door is blown off its hinges.

A145 INT. SUB-BASEMENT PIPE ROOM - NIGHT A145

Obadiah looks up at the --

SECURITY MONITORS: bad news. Pepper and the Agents infiltrating and moving towards the pipe room stairway.

Obadiah’s face sets. He begins climbing up the scaffolding to the Dynamo.

B145 INT. TONY’S LIVING ROOM - NIGHT B145

We HEAR A DOOR SPLINTERING. Rhodey rushes in and finds --

Traces of blood on the floor. The collapsed shelving unit. Tony staggering to stay on his feet.

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SALMON #2 XX/XX/07 96A.

C145 INT. TONY’S WORKSHOP - NIGHT C145

The door swings open and Tony and Rhodey enter. Rhodey stops shocked, his eyes playing over --

The Hall of Armor. The hanging Mark II suit. The weaponized battle-ready Mark III. Components, rows of helmets, boots, gauntlets and future design prototypes littered everywhere.

Pepper and the Agents drift through a metal jungle of vats, machines, armored limbs and guts hanging from tethers. Utility pipes run along the walls.

They come upon the Mark I armor and stop, spooked.

We notice: an empty scaffolding.

Pepper advances, Coulson and his team fanning out.

CLOSE ON - AN AGENT: looking off. Suddenly, he’s yanked out of frame.

A146 INT. TONY’S WORKSHOP - SAME TIME - NIGHT A146

Rhodey helps Tony rivet a last panel in place, then tosses him the Mark III helmet.

Tony lowers the helmet. Blasts off through the hole in the ceiling, knocking it even wider.

Rhodey stares after him, impressed as hell. Then --

He sees the Mark II, beelines for it. Considers, then --

Shakes his head.

He moves for Tony’s car collection. Likes the R8. Hops in, fires her up and screeches after Tony.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 97.

B146 INT. SUB-BASEMENT PIPE ROOM - SAME TIME - NIGHT B146

Wandering the fringes, Pepper tries to make a call on her cell. No signal.

PEPPER’S POV: through the pipes and girders, she spots what may be a pair of glowing eyes. The WHIRR of hydraulics and GRINDING METAL --

Wild gunfire suddenly breaks out. Bullets ricochet, hitting pipes, spewing steam and coolants.

Pepper rushes away from the pandemonium.

She whirls, squinting through the machine gears and steam, seeing flashes of --

Agents running for cover, firing their guns at some giant flitting shadow. Another agent is yanked out of view and SCREAMS.

ANGLE ON - PEPPER

Panicked, trying to find a way out.

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 98.

B146 CONTINUED: B146

A piece of metal zips at her head, cutting pipes before it embeds itself in the cement above her. And now --

An Agent staggers out of the murk with his radio.

He throttles her towards the exit, then runs off, firing and--

Pepper, half-way up the stairs, turns hearing the three-ton THUMP of the Dynamo’s legs charging out of the mist, but --

The armor is too big for the stairwell and crashes into it in a shower of debris.

All we see is a brightly glowing chest-piece and arms, raking cement, grinding, trying to get up the stairs after --

Pepper, who fumbles her way up and out.

Pepper slams the door behind her. Silence. She catches her breath, dials on her cell with shaky fingers --

Now she hears --

THUMP from below her. The asphalt cracks. Another THUMP and another and --

Pepper is knocked over as the asphalt bulges open to reveal the Dynamo’s fist. Her cellphone skitters away. Like a hatching dinosaur, he peels away asphalt, pulling himself out of the ground, and finally --

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SALMON #2 XX/XX/07 98A.

Rises to his full height. He turns, face-to-face with Pepper, who’s a gnat against this dull-grey leviathan.

Dynamo keeps coming, not a single forgiving feature in the steel-face and dead eyes. Her foot hits her cellphone and she grabs it. And now she’s almost backed up against the Plexiglas of the ARK Reactor when --

Pepper dives as--

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 99.

The Dynamo stops, jerking his head up to see --

Iron Man, diving out of the sky at him, feet first. He lands on the Dynamo’s shoulders, and --

The iron giants crash back into the hole Dynamo crawled from.

The warriors fall and hit a grating. Dynamo breaks through, plunging through pipes and into the water below, while --

Iron Man tumbles along the unbroken part of the grating and falls out of sight.

A150 EXT. ARK REACTOR - SAME TIME - NIGHT A150

The atrium glass ruptures outward from the underground impact. Pepper dives to shield herself. She sees--

The reactor-housing has been cracked. KLAXONS BLARE. Warning lights flash as the damaged reactor begins to ‘melt down’.

B150 INT. SUB-BASEMENT PIPE ROOM - SECONDS LATER - NIGHT B150

DYNAMO’S POV: We emerge out of the water, searching for Iron Man.

POV - MOVING: sweeping around the steel-maze with his INFRA- RED, but perforated steam pipes cast red plumes and confusing shadows everywhere.

Still moving, still swiveling through the murk --

SALMON #2 XX/XX/07 99A.

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SALMON #2 XX/XX/07 100.

STANE’S POV: waiting, as Iron Man emerges from behind machinery and girders. He doesn’t see Dynamo, who charges --

A159 PIPE ROOM - SAME TIME A159

Iron Man realizes too late that Dynamo is coming at him like a bullet-train. He’s hit, driven backwards in Dynamo’s vice- grip, and they --

Smash into the cement wall and punch clean through it onto --

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SALMON #2 XX/XX/07 101.

They crash into a truck trailer, passing through it and onto the highway, tossing vehicles aside.

More cars screech, collide. A HYDROGEN-POWERED bus jack- knives, narrowly averting disaster. People flee vehicles.

In Tony’s H.U.D., “INCOMING CALL” flashes--

Dynamo rises first, grabs a Volvo station-wagon with a stunned mother and kids inside.

Iron Man rises as the Dynamo lifts the car over his head.

INTERCUT - INT. VOLVO - SAME TIME - NIGHT

© 2007 MARVEL STUDIOS, INC. NO DUPLICATION WITHOUT MARVEL’S WRITTEN CONSENT.

SALMON #2 XX/XX/07 102.

The world skewed fifteen feet below them. The mother white- knuckles the steering wheel in terror. The kids scream.

Tony, trying his palm RTs. Nothing.

Dynamo winds up to throw the car when Iron Man nails him with a huge Repulsor blast from his chest. Dynamo is knocked back, throwing the car at --

Iron Man, who catches it. But the weight is too much for his armor to handle and he --

Buckles, saving the car from impact, but gets trapped underneath it.

Tony’s HEADS-UP DISPLAY: “POWER CRITICAL: RECHARGING...”

Inside the Volvo, it takes everyone a moment to realize they’re okay. Then, as Dynamo clumps towards them--

She stamps the gas.

Iron Man, dragged as the Volvo speeds forward. A shower of sparks fly from his suit. A wild weaving ride.

Dynamo follows, using cars as stepping stones. People flee pell-mell, jumping the highway divider.

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SALMON #2 XX/XX/07 102A.

A160 INT. TONY’S AUDI R8 - SAME TIME - NIGHT A160

Rhodey driving like hell, HONKING. Tail lights flash past like tracers as he slaloms through tight traffic.

Iron Man finally manages to push the car off him. It speeds away, three gaping Kids staring out the back.

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SALMON #2 XX/XX/07 103.

A160 CONTINUED: A160

Tony staggers up, trying to regain his footing as Dynamo pulls up.

They clash in a CACOPHONY of steel and GRINDING HYDRAULICS. Stane knocks Tony into a mini-van and pounds him mercilessly.

Tony, his helmet now being squeezed by the Dynamo.

160 INTERCUT - INT. ARK REACTOR CONTROL ROOM - SAME TIME - NIGHT160

DEAFENING KLAXONS. Pepper flips open a panel to find --

A HUNDRED BUTTONS. All red. All flashing.

Pepper finds the monitor.

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SALMON #2 XX/XX/07 104.

161 TONY’S H.U.D. 161

Cracking under Dynamo’s pressure.

162 IRON MAN 162

as he finally rolls and frees himself from Dynamo.

And they’re about to collide again when --

A Shit Kicking Biker on a Harley weaves from around a truck. He realizes his mistake and jams the throttle, but --

Dynamo grabs the front wheel of the motorbike, (sending the Biker flying), and in one swoop belts Iron Man with it.

Tony tumbles away and struggles to get up. Falls, tries again, but Dynamo is all over him, smacking him with the bike.

Rhodey, in the breakdown lane, weaving around waves of fleeing people, toppled cars and debris till he sees --

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SALMON #2 XX/XX/07 105.

Dynamo standing over Tony, about to deliver his death-blow. He red lines the engine and pops the clutch.

The R8 rockets forward. Zero to sixty in under three seconds.

The Dynamo raises the Harley over his head, ready to smash Tony’s already broken helmet. He looks up a second too late--

The car hits Dynamo’s leg and crumples, tumbling away like a toy, and now --

The Dynamo, un-weighted, reels around to catch his balance, but pitches head-first into the hydrogen bus perforating it.

CLOSE ON - DYNAMO: struggling to free himself. His groping fingers set off a spark and --

HELLFIRE ERUPTS -- blanking the Dynamo and everything around it. Flames roll over Tony. Over the crushed sports car, igniting its leaking tanks.

Tony removes his broken helmet and staggers to the car, tearing it open like a can.

He pulls out Rhodey, dazed and bloody.

They regard the burning bus. Nothing moves. Just a heap of red-hot steel.

Tony’s boosters ignite and he’s gone.

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SALMON #2 XX/XX/07 106.

Pepper, awash in EMERGENCY MANUALS, throws one over her shoulder -- flipping switches, turning dials. The whole place THRUMS with energy.

She backs away from the monitors, disbelieving.

He heads towards the reactor, now a shimmering mass of energy. A row of SATELLITE DISHES on the roof of the reactor. It sparks an idea.

As Tony lands.

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SALMON #2 XX/XX/07 107.

Pepper watches the core bulge.

She runs to it.

Tony re-arranges satellite dishes, pulling wires -- creating a makeshift Tesla coil.

He’s connecting a wire when the satellite dish beside him reflects an eerie yellow flicker. He turns, stunned as --

THE DYNAMO LANDS on the roof. Flames still licking off his blackened suit. Obadiah moves closer to Tony --

Electromagnetic tentacles arc from the reactor to the control room around Pepper.

She eyes her phone. It’s dead. And in front of her --

A row of “MASTER” switches blink...

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SALMON #2 XX/XX/07 108.

The Dynamo, smoking like an oil fire, about to reach Tony.

Pepper hits all the switches, then diving under the consoles for cover as the world goes steel-blue.

An electromagnetic pulse (EMP) flashes upwards along the reactor.

As the searing flash of the EMP is momentarily ‘halted’ between the satellite dishes, vaporizing the roof in between. Then --

The EMP surges outwards, turning Dynamo and Iron Man into statues as the pulse knocks out his power and electronics.

FROM UP HIGH: the EMP blast travels concentrically outwards, rendering everything dark in its wake.

The roof, as it sags down in the center.

Tony, dazed, looks at his heart-device. It’s dead too.

The Dynamo, closest to the collapsed section of the roof, topples over. Its dead fingers catch on a seam and it lies precariously on the edge of the ‘slope’.

The Dynamo hatch opens, revealing Obadiah --

OBADIAH’S POV: through the hole in the roof, the seething plasma bubbling below.

Tony, using his own waning strength, tries to extend a dead Iron Man hand to Obadiah.

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SALMON #2 XX/XX/07 109.

Now we see what Stane is attempting: to manually winch his forearm rocket bay open so he can blast Tony.

But his movements unsettle the Dynamo suit and suddenly he begins to slide.

And now Obadiah shuts the hatch and tumbles away. He --

Plunges down through the ARK’s silo -- splashes into the plasma which HISSES and swallows him up.

Tony remains, shutting his eyes.

Pepper rises, staring at the bubbling plasma. Not sure who fell in there. She runs out.

A175 EXT. ARK REACTOR ROOF - TEN MINUTES LATER - NIGHT A175

Tony frozen in his dead suit. He’s not moving. Two flashlights cut the darkness and Tony bats his eyes to see--

Rhodey and Pepper picking their way towards him.

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SALMON #2 XX/XX/07 110-113.

Tony and Pepper walk along the hallway. Pepper shoves a written statement into his hands.

Tony grabs an L.A. Times from the pile of papers in her arms, glances at the headline: “WHO IS THE IRON MAN?” A grainy newspaper photo of the iron battle at Stark Industries.

They turn a corner. Tony suddenly stops. Meets her eyes.

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SALMON #2 XX/XX/07 111.

For a moment there is nothing else in the world but the two of them. Then, with a tinge of sadness--

She brings her hands up and fixes his unruly tie knot.All business.

Rhodey is in mid-speech, in front of assembled reporters.

Tony walks out. Takes the podium. Puts a hand up to silence the bubbling questions.

He looks to Rhodey. To Pepper. To the crowd.

The Reporters erupt in a CACOPHONY--

We end on Tony’s face.

CUE MUSIC

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SALMON #2 XX/XX/07 112.

Tony and Rhodey stare at a screen as the War Machine suit is being designed.

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